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                    THE TJ INTERNATIONAL, INC. KEY EMPLOYEES' 1996
                                  STOCK OPTION PLAN


     This plan is a stock option plan that contains both "incentive" stock
option and nonstatutory stock option provisions (the "Plan"), under which
options can be granted from time to time to eligible employees of TJ
INTERNATIONAL, INC., a Delaware corporation (the "Company"), or any of its
subsidiary corporations (the "Option Holders"), to purchase shares of the
Company's $1.00 par value common stock ("Stock") subject to the limitations,
provisions and requirements hereinafter stated.

     1.   PURPOSE OF THE PLAN.

     The general purpose of the Plan is to aid in attracting, developing and
retaining a management capable of insuring the future success of the Company.
The Plan is designed to aid the Company in retaining the services of key
management employees of the Company, or any of its subsidiaries, including the
officers of the Company, as may be determined in the discretion of the Board of
Directors from time to time; to attract new management personnel needed for
future operations and growth; to offer such present and future key employees
additional incentives to put forth maximum efforts for the future success of the
Company; and to afford them opportunities to obtain or increase a proprietary
interest in the Company, and thereby, to have an opportunity to share in such
future success.

     Options granted under this Plan are intended to qualify either as
"incentive" stock options ("Incentive Options") under IRC Section 422A of the
Internal Revenue Code of 1986, as now or hereafter amended ("Internal Revenue
Code"), or, if so elected by the Board of Directors, as stock options which do
not meet the requirements of IRC Section 422A of the Internal Revenue Code
("Nonstatutory Options").  Incentive Options and Nonstatutory Options are
collectively referred to as "Options."

     2.   ADMINISTRATION OF THE PLAN.

     (a)  The Plan shall be administered by the Board of Directors of the
Company.

     (b)  Subject to the provisions of the Plan, the Board of Directors shall
have authority in its discretion (i) to construe and interpret the Plan and all
Options granted hereunder, to determine the terms and provisions (and amendments
thereof) of the Options granted under the Plan (which need not be identical),
including such terms and provisions (and amendments) as shall be required in the
judgment of the Board of Directors to provide that Incentive Options under the
Plan will be treated as "incentive" stock options under the Internal Revenue
Code or to conform to any change in any law or regulation applicable thereto;
(ii) to define the terms used in the Plan and in the Options granted thereunder;
(iii) to prescribe, amend or rescind rules and regulations relating to the Plan;
(iv) to determine the individuals to whom and the time or times


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at which Options shall be granted, the types of Options granted, the number of
shares subject to each Option, the exercise price for Options, and the duration
of leaves of absence which may be granted to participants without constituting a
termination of their employment for the purposes of the Plan; (v) to make all
other determinations necessary or advisable for the administration of the Plan;
and (vi) to exercise all powers expressly granted to the Board of Directors by
this Plan and all other powers deemed by the Board of Directors, in its
discretion, to be necessary or desirable to accomplish the intent and purposes
of the Plan.  All determinations and interpretations made by the Board of
Directors shall be binding and conclusive on all participants in the Plan and on
their legal representatives and beneficiaries.

     (c)  Any action of the Board of Directors with respect to the Plan shall be
taken by a majority vote at a meeting of the Board of Directors or by written
consent of a majority of the Board of Directors without a meeting.

     (d)  The Board of Directors may, if it deems advisable, appoint a Stock
Option Committee, consisting of not less than two (2) Non-Employee Directors of
the company appointed by the Board of Directors, to carry out such functions and
to serve such terms as the Board may designate.  However, all Options granted
under this Plan shall be granted by the Board of Directors of the Company unless
the Board expressly authorizes the Stock Option Committee to grant Options under
this Plan.  For purposes of this Plan, "Non -Employee Director" means a director
who meets the criteria of Rule 16b-3(b)(3)(i) of the Securities Exchange Act of
1934 (i.e., a director who, at the time he exercises discretion concerning this
plan (1) is not an officer or employee of the Company or any subsidiary or
parent of the Company; (2) does not receive compensation, either directly or
indirectly, from the Company or any subsidiary or parent of the Company in any
capacity other than as a director, except for an amount that would not need to
be disclosed under 17 C.F.R. Section 229.404(a); (3) does not possess an
interest in any other transaction required to be disclosed under 17 C.F.R.
Section 229.404(a); and (4) is not engaged in a business relationship required
to be disclosed under 17 C.F.R. Section 229.404(a)).

     3.   MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN.

     The Board of Directors may grant Options to purchase from the Company not
more than One Million Five Hundred Thousand (1,500,000) shares of Stock, subject
to adjustment in accordance with Section 13 of the Plan.  If any Option granted
hereunder shall expire or terminate for any reason without having been exercised
in full, the unpurchased shares of Stock subject thereto shall (unless the Plan
shall have been terminated) again be available for other Options to be granted
under the Plan.  Shares of Stock subject to Options granted under this Plan may
be made available, as the Board of Directors of the Company shall determine from
time to time, from authorized but unissued shares of Stock or issued shares of
Stock which have been reacquired by the Company.  Shares of Stock delivered
under the Plan shall be fully paid, validly issued and nonassessable.


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     4.   SELECTION OF OPTION HOLDERS.

     Options shall be granted only to such key management employees, including
officers of the Company or any of its subsidiaries, as may from time to time be
selected by the Board of Directors of the Company, subject to the provisions
herein contained.  No Option shall be granted to a Director or officer who is
not an employee of the Company or one of its subsidiaries.  No Incentive Option
shall be granted to an employee who immediately before such grant owned stock
representing more than ten percent (10%) of the voting power or value of all
classes of stock of the Company or any of its subsidiaries unless the exercise
price is at least one hundred ten percent (110%) of the fair market value of the
Stock subject to the Incentive Option at the time of the grant, and such
Incentive Option is not exercisable more than five (5) years after the date such
Option was granted.

     5.   DURATION OF PLAN AND OPTIONS.

     Unless the Plan shall theretofore have been terminated as provided in
Section 18, no Options shall be granted under this Plan later than December 18,
2006.  Notwithstanding any other provision of this Plan, no Option may be
exercised after ten (10) years from the date of grant of such Option.
Unexercised Options shall expire ten (10) years after date of grant.

     6.   TERMS OF OPTIONS.

     (a)  The exercise price per share of Stock subject to each Option shall be
determined by the Board of Directors of the Company at the time of granting each
individual Option hereunder and shall be set forth in the applicable Option
Agreement; but in no event shall the exercise price of an Option be less than
the fair market value of the Company's Stock on the date the Option is granted.
The fair market value of such shares shall be determined by the Board of
Directors on the basis of published market quotations; but in no event shall the
fair market value so determined be less than the closing price of the publicly
traded shares of Stock on the trading day immediately preceding the date on
which the Option is granted, as quoted in the WALL STREET JOURNAL or successor
generally recognized business journal or, if such business journal does not list
the published market quotation, then on the NASDAQ reporting system or successor
reporting system.

     (b)  The Board of Directors shall have authority in its discretion to
prescribe in any Option Agreement the time or times when an Option may be
exercised and the number of shares of Stock subject to the Option.  Each Option
shall expire and all rights to purchase Stock thereunder shall cease on the date
fixed by the Board in the Option Agreement.

     7.   INCENTIVE OPTIONS.

     The provisions of this Section 7 apply only to Incentive Options:


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     The aggregate fair market value (determined as of the date of grant) of
shares of Stock for which "incentive" stock options are exercisable for the
first time by an employee under all stock option plans of the Company or any of
its subsidiaries, shall not exceed $100,000 during any calendar year.

     8.   TIME OF OPTION GRANT.

     No Option shall be deemed to have been granted until it has been duly
executed in writing by the Company.  The grant of an Option pursuant to the Plan
shall be effective as of the date of the Board meeting (or written consent in
lieu of a meeting) approving the grant of the Option, but only if a written
Option Agreement containing the terms and conditions of the Option shall
thereafter be duly executed and delivered by or on behalf of the Company and the
employee to whom such Option is granted.  The Option Agreement shall be dated as
of the date of the meeting (or written consent) of the Board of Directors at
which grant of the Option was approved.

     9.   EXERCISE OF OPTIONS.

     (a)  Except as hereinafter expressly provided, no Option, whether Incentive
or Nonstatutory, may be exercised at any time unless the Option Holder thereof
is at the time of exercise an employee of the Company or one of its
subsidiaries.  After an Option or an installment of an Option becomes
exercisable, such Option or installment may be exercised in full or in part at
any time prior to its expiration or termination as provided in this Plan.

     (b)  Options may be exercised by giving written notice to the Company
specifying the number of shares of Stock to be acquired, accompanied by the
entire exercise price for such shares either (i) in cash (or by certified or
cashier's check or money order), or (ii) in the form of an assignment to the
Company of sufficient other shares of Stock, which have been owned by the Option
Holder for at least six months before the date of exercise, having a fair market
value equalling such exercise price, or (iii) in a combination of such cash and
Stock.  If shares of Stock are used to pay the exercise price in whole or in
part, such shares shall be valued on the basis of published market quotations;
but in no event shall the fair market value so determined be less than the
closing price of the publicly traded shares of Stock on the trading day
immediately preceding the date on which the Option Holder exercises the Option,
as quoted in the WALL STREET JOURNAL or successor generally recognized business
journal or, if such business journal does not list the published market
quotation, then on the NASDAQ reporting system or successor reporting system.

     (c)  Payment of the exercise price may also be made by delivering to the
Company a properly executed exercise notice together with irrevocable
instructions to the Company to deliver, to a securities broker specified in the
notice, the certificate for the Stock acquired upon exercise of the Option and
further irrevocable instructions to the specified broker to deposit the Stock in
the Option Holder's cash account (if the Stock is to be sold to pay the


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exercise price) or his/her margin account (if the exercise price is to be funded
by a margin loan) and to promptly deliver to the Company the Stock sale or
margin loan proceeds in the amount of the exercise price.  The Board of
Directors may adopt regulations establishing a mechanism by which this payment
method shall be implemented in accordance with Federal Reserve Board
Regulation T.

     (d)  In addition to payment of the exercise price upon exercise of an
Option under this Plan, the Company shall require the recipient of the Stock to
remit to the Company an amount sufficient to satisfy all applicable federal and
state income tax withholding requirements resulting from the exercise, either
(i) in cash (or by certified or cashier's check or money order), or (ii) in the
form of an assignment to the Company of sufficient other shares of Stock which
have been owned by the Option Holder for at least six months before the date of
exercise, having a fair market value equalling such withholding tax, or (iii) in
a combination of such cash and Stock.  Stock surrendered under this Section 9(d)
shall be valued at its fair market value on the date the amount of withholding
tax is determined.

     (e)  Notwithstanding anything contained herein to the contrary, the
issuance date of the shares of Stock issued upon the exercise of the Option
shall be the date the cash and/or Stock received by the Company is appropriately
recorded in the Company's books and records.  No person entitled to exercise any
Option granted under the Plan shall have any of the rights and privileges of a
shareholder of the Company in respect to any shares of Stock issuable upon
exercise of such Option until certificates representing such shares shall have
been issued and delivered.

     10.  STOCK OWNERSHIP GUIDELINES.

     The Company anticipates that some of the Options granted pursuant to this
Plan will be granted under the Company's Long Term Stock Ownership Incentive
Program to eligible executives ("Executives") who satisfy Stock ownership
guidelines set forth in the Company's Leveraged Stock Purchase Plan (the "Stock
Purchase Plan").  If Options are granted under this Plan to an Executive because
the Executive has satisfied the Stock ownership guidelines in the Stock Purchase
Plan and the Executive later sells, or otherwise transfers, enough Stock of the
Company so that the Executive no longer satisfies the applicable Stock ownership
guideline, the Board of Directors may, in its discretion, cancel all or any part
of the then unexercised Options held by the Executive under this Plan.

     11.  SPECIAL EXERCISE PROVISIONS.

     At any time after the date of grant, an Option shall be exercisable
(notwithstanding any contrary provisions of this Plan or any Option Agreement
under this Plan) with respect to the full number of shares subject to that
Option:


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          (1)       During the period commencing as of the effective date of any
     agreement entered by the Company or the shareholders of the Company to
     dispose of all or substantially all of the assets or stock of the Company
     by means of a sale, reorganization, liquidation, or otherwise, and ending
     two (2) years after the disposition of assets or stock contemplated by the
     agreement; or

          (2)       During the two (2) year period commencing on the date any 
     person or group (within the meaning of Sections 13(d) and 14(d)(2) of 
     the Securities Exchange Act of 1934) commences, or announces the intent 
     to make, a tender offer or exchange offer the consummation of which 
     would result in the beneficial ownership by the person or group of at 
     least thirty percent (30%) of the common stock then outstanding, or 
     acquires, or obtains the right to acquire, beneficial ownership of at 
     least twenty percent (20%) of the common stock then outstanding.

     12.  TERMINATION OF EMPLOYMENT.

     (a)  If an Option Holder's employment with the Company is terminated for
cause (as defined in Section 12(e)) or if the Option Holder voluntarily
terminates employment with the Company for any reason other than death,
permanent and total disability or retirement after age 55 pursuant to the terms
of a retirement program of the Company, the Option Holder may exercise his/her
Options that were exercisable as of his/her last day of employment within thirty
(30) days after the date he/she ceased employment.  Any Options that were not
yet exercisable as of the Option Holder's last day of employment shall
immediately be cancelled on the date he/she ceases employment.  All Options not
exercised by the Option Holder shall expire on the thirty-first (31st) day after
the Option Holder's last day of employment.

     (b)  If an Option Holder's employment with the Company is terminated
involuntarily but not for cause (as defined in Section 12(e)), the Option Holder
may exercise his/her Options that were exercisable as of his/her last day of
employment during a period to be determined by the Board of Directors of the
Company, but in no event less than thirty (30) days or more than one (1) year
for Incentive Options and two (2) years for Nonstatutory Options after his/her
last day of employment.  The Board of Directors shall also have discretion to
determine what additional Options, if any, held by the Option Holder on his/her
last day of employment shall be exercisable during the exercise period the Board
establishes.

     (c)  If an Option Holder retires after reaching age fifty-five (55)
pursuant to the terms of a retirement program of the Company, his/her Options
that were exercisable as of his/her last day of employment shall continue to be
exercisable and, for each year of the Option Holder's service with the Company,
an additional three percent (3%) of his/her Options that were not previously
exercisable shall become immediately exercisable upon his/her retirement.
Incentive Options shall continue to be exercisable until the earlier of the
expiration date and two (2) months after the Option Holder's retirement; and
Nonstatutory Options shall continue to be exercisable until the earlier of the
expiration date and two (2) years after the Option Holder's retirement.


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     (d)  A leave of absence approved in writing by the Chief Executive Officer
of the Company or, in the case of the Chief Executive Officer, by the Board of
Directors, shall not be deemed a termination of employment for the purposes of
this Section 11; but no Option may be exercised during any such leave of absence
except during the first three (3) months thereof.

     (e)  For purposes of this Plan, "cause" means the Option Holder has
(i) committed any act detrimental to the Company's interest, such as any form of
dishonesty, including theft; criminal or other conduct involving moral turpitude
connected with employment or that otherwise reflects adversely upon the
Company's reputation or operations; violation of any noncompetition agreement;
unauthorized disclosure of proprietary or confidential information; sabotage or
destruction of the Company's property or equipment; refusal to return property,
documents, or information belonging to or originating with the Company; willful
or intentional violation or disregard of Company policy; repeated performance or
conduct problems; refusal to follow supervisory directions or instructions;
unlawful harassment or discrimination; or similar acts or reasons; or
(ii) engaged in any other type of conduct or behavior detrimental to the
Company's safe and efficient operation, the orderly closure, elimination, sale,
leasing or subcontracting out of the Option Holder's job, operation or
department, and/or its other business interests.

     13.  DEATH/DISABILITY OF THE OPTION HOLDER.

     (a)  If an Option Holder dies or becomes totally and permanently disabled
while employed by the Company, all of his/her Options, whether or not previously
exercisable, shall become exercisable upon the date of his/her death or
disability.  The Options shall continue to be exercisable until the earlier of
the expiration date of the Option and two (2) years from the date of death or
disability; provided that in the case of an Option Holder's disability, all
Incentive Options shall expire no later than one (1) year after the date of
disability.

     (b)  If an Option Holder dies after termination of employment with the
Company, the Options that were exercisable on the date of his/her death may be
exercised by the personal representative of his/her estate, his/her heir or
his/her legatee until the earlier of the expiration date of the Option and two
(2) years from the date of death.

     (c)  If deemed by the Board of Directors to be in the best interest of the
Company, any Option granted to an Option Holder who is not a citizen of the
United States may include a cash settlement right ("Cash Settlement Right").
Cash Settlement Rights shall be subject to such terms and conditions not
inconsistent with the other provisions of this Plan as the Board of Directors
shall determine, provided that:

          (1)       A Cash Settlement Right shall be exercisable only after the
     Option Holder's death, by a legatee or legatees of the Cash Settlement
     Right under the Option Holder's last will, by the personal representative
     of the Option Holder's estate or by the Option Holder's heirs or
     distributees, and only to the extent the


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     Option in which the Cash Settlement Right is included is exercisable.
     Notwithstanding the preceding sentence, a Cash Settlement Right is
     exercisable only when the fair market value of a share of Stock exceeds the
     exercise price specified in the Option.

          (2)       A Cash Settlement Right shall entitle the Option Holder's
     legatee, personal representative, heir or distributee (as the case may be)
     to surrender to the Company unexercised the Option, or portion thereof, to
     which it is related, or any portion thereof, and to receive from the
     Company in exchange therefor cash in an amount equal to the excess of the
     fair market value on the date of exercise of one share of Stock over the
     exercise price per share specified in such Option multiplied by the number
     of shares of Stock subject to the Option, or portion thereof, which is so
     surrendered.  The Board of Directors may elect to settle the Company's
     obligation arising out of the exercise of a Cash Settlement Right by
     payment of cash or by check.

     14.  ADJUSTMENTS.

     The number of shares subject to the Plan and to Options granted under the
Plan shall be adjusted as follows:

     (a)  In the event that the Company's outstanding common stock is changed by
any stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to Options therefore granted thereunder and the exercise
price of such Options shall be proportionately adjusted; provided, however, that
no fractional share or shares shall be effected by such an event.

     (b)  In the event of any merger or consolidation of the Company with any
other corporation or corporations, there shall be substituted for each share of
Stock then subject to the Plan, whether or not at the time subject to the
outstanding Options, the number and kind of shares of stock or other securities
into which each outstanding share of Stock of the Company shall be converted by
such merger or consolidation.

     15.  DISCLOSURE.

     If an employee shall sell or otherwise dispose of the Stock acquired upon
exercise of any Incentive Option either (i) before the expiration of a two (2)
year period after the date of the grant of the Incentive Option, or (ii) before
the expiration of a one (1) year period after the transfer of the Stock to
him/her, the employee agrees to inform the Company of such sale and all details
thereof, including the number of shares sold, selling price, ordinary income
realized thereon, and such other reasonable details as may be requested by the
Company.


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     16.  EFFECTIVE DATE OF PLAN.

     The effective date of this Plan shall be December 19, 1996, subject to
subsequent approval thereof by the holders of one-half (1/2) of all the issued
and outstanding voting stock in the Company.

     17.  NON-TRANSFERABILITY OF OPTIONS.

     (a)  Except as provided in subsection (b) next below, no Option granted
under this Plan shall be transferrable by any Option Holder otherwise than by
will or the laws of descent and distribution; and, during an Option Holder's
lifetime, his/her Options shall be exercisable only by him/her.

     (b)  Notwithstanding the provisions of subsection (a) above, an Option
Holder, at any time before his/her death, may assign all or any portion of any
Nonstatutory Option granted to him/her to (i) his/her spouse or lineal
descendant, (ii) the trustee of a trust for the primary benefit of his/her
spouse or lineal descendant, or (iii) a partnership of which his/her spouse and
lineal descendants are the only partners.  In such event, the spouse, lineal
descendant, trustee or partnership will be entitled to the right to exercise the
assigned portion of such Option, subject to all of the terms, conditions and
restrictions applicable to the Option, as set forth in this Plan and in the
related Option Agreement immediately prior to the effective date of the
assignment.  (For example, the provisions of this Plan and the Option Agreement
dealing with termination of employment, death and disability shall continue to
apply with respect to the Option Holder's termination of employment, death or
disability and not with respect to the termination of employment, death or
disability of any other person to whom the Option has been assigned.)  Any such
assignment will be permitted only if (i) the Option Holder does not receive any
consideration therefor, and (ii) the assignment is expressly permitted by the
applicable Option Agreement as approved by the Board of Directors.  Any such
assignment shall be evidenced by an appropriate written document executed by the
Option Holder, and a copy thereof shall be delivered to the Company on or before
the effective date of the assignment.

     18.  TERMINATION AND AMENDMENT.

     The Board of Directors of the Company may at any time suspend or terminate
the Plan.  The Board may also amend or revise the terms of the Plan.  However,
no such action shall:

    (i)     Change the class of employees eligible to receive Options;

    (ii)    Without the consent of the Option Holder, change or impair any
            Option previously granted;

    (iii)   Increase the maximum number of shares subject to Options hereunder;


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    (iv)    Change the minimum exercise price;

    (v)     Change the limitations on the Options; or

    (vi)    Increase the time limitations on the grant of Options.

    Nothing in this Section 18 shall prevent adjustments required by Section 14
hereof.


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